Woodside
by reginakatic
Summary: Swan Queen AU. Regina Mills is serving life in Woodside prison. Life which is simple enough, until Emma Swan shows up. At first, Emma wants her life to be simple too, but her feisty nature means she soon rebels against Regina's control.
1. Chapter 1

1

Emma leaned back against the cold breeze block wall of the room she'd been left to wait in. She considered trying the door. It didn't look especially sturdy. But there would be guards everywhere, and she would just end up in even more trouble. Even more damn trouble. With a burst of violent energy, she threw herself at the opposite wall, slamming her fists into it.

"SHIT," she yelled.

"Watch that language, Swan." She hadn't even noticed the guard creeping in behind her. It was a middle aged woman who could only be described as 'dumpy'. The woman handed her a pile of clothes comprised of a blue jumpsuit, a white t-shirt, a sports bra that Emma felt ill at the thought of putting around her breasts, some panties a granny would be ashamed to wear, scratchy looking socks, and black work boots which, thankfully, were Emma's size. The woman also handed her a plastic bag.

"Put your clothes in here."

The strip search was as mortifying as Emma had predicted, but it was over quickly and the guard seemed to be enjoying herself even less. Emma hurried into her new outfit, wriggling as the itchy fabric met her skin.

"You'll fit right in, Blondie," the guard told her. Emma resisted the temptation to roll her eyes. Now was not the time to make enemies. Not that she could usually help it. The guard left with the bag of clothes, and reappeared with a heavy, navy blue jacket. Emma shrugged into it. It smelled like disinfectant. She wondered why it had needed to be disinfected.

"Come on," the guard said. "I don't got all day."

Emma followed her down a graying white hallway, through two locked gates with guards stationed at them, and finally through some huge, heavy doors into a cafeteria, which was currently empty.

"Lunch is at 12 noon. Breakfast at 7am, Dinner at 5pm. Bedrooms and bathrooms are to the left, work and activity rooms are to the right. Upstairs are more bedrooms, where you'll be. Only the VIPs sleep downstairs."

This seemed to be some kind of in-joke. Emma followed the guard upstairs, trying to remember the exact layout. It wasn't complicated. The large kitchen had been on the right of the cafeteria as she walked in. The hallways went off the near side of the room and there were staircases either side of it. Facing them when they entered had been a large office with a glass front, like a viewing tower except without the tower. There were some guards in it, looking at CCTV screens of different rooms.

Emma's guard showed her the room that was to be hers. It had two bunks in it.

"Make the bed. You should find everything you need in that bag. If you think something's missing, ask for it." The guard seemed to find something funny about this. Then she left Emma to it. Emma leaned against the bed. It wasn't really that different from a foster home, except with more regular mealtimes. She made her bed in the same way as the others in the room were made, and inspected the stringy laundry bag for anything else. There was a fearsome looking toothbrush, some toothpaste to match, and a bar of soap wrapped in paper, like the kind in cheap hotels. There were some more clothes, and that was it. Emma folded them and put them away in the small cupboard which seemed to be hers. Then she lay on her bed and waited for something to happen.

It wasn't long before she heard movement. She'd been wondering where all the people were. For such a large place, it was eerily quiet. Thick walls, she imagined. But it was still weird. She got up and followed the sound to the stairway, quietly walking down and joining the crowd of people in the cafeteria. She allowed herself to melt in with them. She considered melting something of a special skill. She joined the line for food. She wasn't really hungry, but experience had taught her never to turn down a meal when it was offered.

The food looked kind of gross, but Emma's ex had netflix so she'd seen Orange is the New Black and knew way better than to comment on it. She wondered how much of the show was based on reality. She suspected very little. She didn't think prison would be as bad, or as good, as television suggested. She took her tray to a table. Now this really was a thing. It was vital in school and Emma could tell it was here, too. Where she sat could mean a lot. She'd waited to join the line so she could see the lay of the land before she decided. There were some ogreish groups she didn't even want to investigate. There were a few tables with young women who she might fit in with (not that fitting in with anyone was really her strong point) but they were full. There were some older women. Emma wondered if they could be as harmless as they looked. They had a spare seat at their table and she was considering sitting in it when-

"Hey, Blondie!" The shout came from an attractive young woman with a slightly predatory demeanor and red highlights in her dark hair. She had also obtained red lipstick, somehow. Emma followed the shout - it wasn't as if she had anything better to do.

"You're new. I'm Red. Sit."

Emma sat.

"This is Bauer, Dungey, Smurfit, and-"

"Regina," the brunette opposite Emma offered huskily. "Thank you, Red. What's your name, new girl?"

She was effortlessly composed, practically regal, despite her prison uniform. When Emma had put hers on a couple of hours ago she'd thought it would be impossible for anyone to look good in, but this woman was a dramatic exception. Her breasts swelled under it, giving her magazine worthy cleavage (she had somehow obtained a scoop neck t-shirt instead of the regulation one). She wore exquisite make up and the little scar above her lip only enhanced her beauty further. Her eyes had a wicked, fascinating depth and her short dark hair neatly framed her face, turning out at the bottom with a sassy flick. Emma tried not to stare as she took her time over the simple question she had been asked.

"Em- Swan. It's Swan."

"Interesting. How are you finding it so far?"

"Fine." Emma wasn't a talker. She focused on her food, attacking it with vigour. Another thing she'd picked up in foster care was that nothing was certain. You might have to leave, one of the bigger kids might fancy your helping as well as their own… Eating slow just wasn't an option.

"Hungry, huh?" her new friend asked. Emma shrugged. "And quiet. Makes a nice change, actually." She glanced around at her cronies, who tittered at a joke Emma didn't understand. Sometimes Emma felt like her life was a joke she didn't understand.

"Well, Miss Swan. I'm going to give you some advice." She spoke carefully, deliberately, as if she was savouring every word. "Woodside Correction Institute is a harmless enough place, so long as you stay on the right side of the right people."

"And I suppose you're the right people?" Emma couldn't help but interject, with more than a hint of sarcasm. Regina was unphased.

"I'm glad you can speak up for yourself. You would be useless if you couldn't. Red will keep an eye on you this afternoon and then you'll meet us for dinner. After that, the evening is yours to do with what you will. I hope you'll take the opportunity to meet with me."

"I'll think about it."

"I appreciate that."

Emma finished her food and stood up, cleared away her tray as she had watched others do, and went up to one of the guards stationed by the door.

"I need my work detail," she said simply.

He looked at her ID. "Swan. They told me about you. Garden. Hey, Red! Show Blondie where to work, would ya?"

Red grinned and sauntered over. The male guard seemed hypnotised. Red chuckled.

"C'mon, Blondie. We're working in the enchanted forest."

Emma followed Red along a hallway, wondering why the hell the garden was called that. But at least she got to work outside. They were joined by an apparent friend of Red's, who everyone seemed to call Snow. She was sweet. She asked Emma's first name, and didn't call her Blondie once. She was more help than Red, although Red softened a lot when she was away from Regina.

"You shouldn't let her walk all over you like she does," Snow said to Red as they pulled on work gloves and gardening jackets. "You're better than that."

"Maybe, but I do what I have to for an easy life. You have it so bad… If you'd only make it up to her-"

"Not gonna happen. Regina and I… We go way back. She has every right to hate me, but what she's done… It won't be forgiven, and I won't be her pet."

Red bristled. Emma could have sworn she heard a growl.

"Sorry," Snow said, blushing. "I just want you to be happy."

Red calmed down. "I know."

"So what about you, Emma?" They were outside now. Three sides of the garden were walled in by the prison. The other side had a high, metal fence, and there was another perimeter fence a little way off. Emma hated it. She liked being free. She looked up at the sky. At least the sky was there. Emma looked back at Snow.

"What about me what?"

"Anything. How long might we be friends for, for instance?"

"I'm not really the friend type."

"I'll wear you down. And your sentence is..?

"11 months. What about you?" Emma mostly asked so she wouldn't have to talk for a while. Snow smiled ruefully.

"You'll be out in no time. I'm serving 28 years."

Emma tried to internalise her reaction, but 28 years… That was a life sentence. So she was a murderer?

"I see what you're thinking. Yes. I killed someone. I'm not ashamed of it. In fact, I'm rather proud. And I'm already a ways into it. Sometimes it doesn't feel like that long… Time can pass more quickly than you think, even in here"

Red grinned. "I'm in for manslaughter. 7 years. 5 left. And Regina's a lifer for murder, too. She likes people to know that. She's not into small talk, she asked me to get it out of the way before your meeting tonight."

"I didn't say I would go."

"But you will, if you have any sense. She just wants to talk. And whatever Snow says, being with Regina is way better than being anywhere else."

To Emma's surprise, Snow seemed to agree that she should go. "You might as well hear her out. There's no reason for you to have any conflict with her."

Emma studied the patch of earth she had been weeding. Why was she getting a weird feeling in her gut when she thought about Regina? Surely it couldn't all be about that cleavage and that husky voice…


	2. Chapter 2

2

Emma followed Red and Snow in from the garden, eager to get out of the cold. They hung up their gardening gear and dusted of the earth, taking it in turns to wash their hands at the one small basin. Emma examined her fingernails dejectedly, wondering if they would ever be clean again. At least she wasn't really a manicure person. Her stomach growled angrily. Snow chuckled.

"Not long now," she said, her motherly tone surprising the blonde. Emma tried to think of a reply, but Snow was a mystery she had yet to solve, and honestly, she wasn't in prison to make friends. She just wanted to get through her sentence without getting herself into any more trouble.

The troop of cold, tired women made their way to the cafeteria, where dinner was just beginning to be served. They mixed in with other groups from the various work details the prison offered. Emma planned to stick with Red and Snow, but the two made it difficult by splitting off. Snow went to chat with a bunch of oldies that Red rather cruelly called "The Dwarves", while Red crossed the room as if it was a catwalk, going to be with Regina and her trio of evil buddies. Red glared back at Emma pointedly, as if to ask why she wasn't following. Emma glanced at Snow, wondering where her loyalties should lie. The conversation from the garden suggested Snow was kind, but she was also complicated, and a criminal, and Regina definitely had all the power. Suppressing her inner morality, Emma followed Red, taking the tray of food she was offered and sitting at Regina's table for the second time.

Bauer, Dungey, and Smurfit - or as Regina seemed to address them, Mal, Ursula, and Cruella (Regina had a flair for Disney nicknames, and Emma could see how the names fitted) - were deep in conversation about something fashion related. Regina simply surveyed her kingdom, tilting her head to one side as if considering an interesting question.

"Ah, Miss Swan," she said as Emma sat down. "What a pleasure it is to see you."

"Uh, yeah, you too," Emma replied awkwardly. She couldn't help noticing the fresh salad and beautifully grilled steak on Regina's plate and how it contrasted starkly with her own questionable meatloaf and powdered mashed potato.

"Well, here, why don't you take mine?" Regina offered. Red stifled a gasp as her queen continued. "I am hardly hungry at all; my apple will suffice."

"I… I couldn't-"

"But of course you could, my dear. I absolutely insist."

Emma sensed that opposing Regina's insistence would be both futile and idiotic, so she accepted the delicious looking meal, though a phrase she had learned in her youth seemed to ring in her ears: There is no such thing as a free lunch! Or a free dinner, she was sure. After a few ravenously devoured bites, she briefly wondered if the meal could have been drugged. She paused for a moment, but decided to continue eating. She didn't want to offend Regina, and the steak was delicious. Regina bit into her apple, watching her new friend enjoy her meal.

When dinner was over and the room had been cleared, Regina stood, causing her companions to stand with her. Emma shuffled to her feet, feeling rather out of her depth. Regina chuckled.

"There is no need for you to stand on ceremony, my dear. But I would be most obliged if you would accompany me now."

Emma looked around the room, wondering what Regina could possibly want from her. Her gut screamed danger, and she trusted her gut. But she could think of no excuse, and Snow, her last resort, was nowhere to be seen. So, full of apprehension, she followed her apparent ruler out of the dining room and down a hallway she had yet to explore. Her fears were added to when she realised she was quite lost. Regina weaved her way around without a second thought, and despite the simple layout of the prison, Emma could not even have pointed in the direction of the main rooms.

Regina opened a door labelled "Counselling" and held it for Emma to go through.

"Now we are somewhere more private," Regina began, settling herself elegantly on a hard plastic chair, "we can have a conversation."

Emma sat on the chair opposite, feeling drained. It had been a very long day. In the morning she had still been a free woman, a state of being which was becoming less and less real to her by the second.

"I am very good at reading people," Regina continued. "Your attitude when you arrived… You are a strong, wary young woman. I need people like you to assist me. As you may have noticed, there is a hierarchy in this prison of which I am at the top. However, to maintain my position is a delicate business. While being under my rule is better for everyone, it is hard for some of them to see it. My trio of 'heavies'," she smirked at the word, "do most of my enforcing, but there are some people their methods cannot reach."

"Right. So where do I come in?"

"Relax, my dear. I am asking very little. You are assigned to work in the garden. I simply desire that you watch another of the workers there, and tell me if she does anything… anything of interest."

"No."

"Oh, Miss Swan, you do not even know who it is yet. Hear me out." Her tone allowed no refusal. Emma waited.

"Snow. She is a risk. Her sweet temper wins the hearts of many, yet I know her own heart to be far from pure. She is nothing like as harmless as she seems. For the safety of everyone, I implore you to befriend her and get to know her ways. You are the first woman I have seen who is both strong enough and clever enough to gain her trust without risk or suspicion. Snow does not trust Red."

"But if I am with you, she won't trust me either!"

"Which is why you will not be with me. Over the next few days, my anger with you will be clear. It will be common knowledge that you refused to help me, which will gain you both Snow's respect, and her sympathy."

"And what's in it for me?"

Regina smiled widely. "Well, my dear, what would you like?"

"To be left alone, by you, your cronies, and anyone else."

"Why, that is a guarantee, aside from your reports to me, which you need not worry about. When I need you, I will find you. Other than that, you will be left in perfect peace. But there must be something else you want. Something more…"

"No. Peace is enough," Emma said firmly.

"Well. I like a woman who knows her own mind."

"Good for you," Emma said sarcastically. She hated herself for agreeing so easily, but she knew opposing Regina was not an option, not unless she wanted to bring a whole load of trouble down on herself, trouble she could really do without, especially considering her potential situation. She bit her lip. She would think about _that_ later.

"So we have a deal?" Regina asked her.

"Yeah," Emma said sourly. "We have a deal."

"Wonderful. Then you are free to go."

Emma stood up, commenting internally that Regina's statement implied that she had previously _not_ been free to go. The implication was probably entirely accurate.

"I'll be in touch." Regina's sultry tone followed Emma out of the door and along the hallway as Emma tried to march confidently towards her room, which was difficult considering she had no idea where it was. She was blessed with a good sense of direction, however, and found her way with less trouble than she was expecting. She wondered how Regina would play it, but honestly, she didn't really care. She would do as little as possible to fill the mean witch's demands, and other than that, she would keep her head down and stay out of everybody's way.

"How did it go?" Red asked her, appearing from behind a door. Emma didn't know what to say, so she simply ignored the question and headed for her cell. Red watched her go, confused, then hurried to find her boss.

"Lap dog," Emma muttered under her breath. She was lucky Red hadn't heard her.

Emma lay on her bunk, her mouth tasting bitterly of steak and guilt and bribery. She placed a hand absent mindedly on her taut, muscular abdomen and let out a long sigh. She felt as if she had betrayed everything about herself. But she banished the feeling, reminding herself that she was in prison. She was a bad person either way. And she had to think of the bigger picture. All she had to do was survive these eleven months. She was concerned with far more important things than the next year, and keeping herself safe and out of trouble inside would be vital in securing the future she would need once she got out.


	3. Chapter 3

3

Regina looked at the new inmate, who was sitting with Snow and her dwarves, devouring her dry scrambled eggs with entirely undue gusto. Red followed her mistress' gaze.

"She's something, isn't she?" Red commented. Regina chuckled.

"Oh, yes, dear, she certainly is."

Regina contemplated the comment. Red had almost certainly been referring to Swan's outward appearance, her incredibly toned body, complete with tight curves in all the right places, and luscious blonde hair. But Regina's evaluation of her new employee went far deeper than sexual attraction. Swan was smart. Smart and sensible, two qualities which did not go together as often as one might think. The blonde had clearly perceived a lot of the Regina-Snow situation which it took others weeks or months to notice. The guards were still entirely oblivious. Perhaps Woodside had finally provided Regina with an equal. She wouldn't count on it, though. She had spent a lifetime learning that it was not wise to put her faith in anything but herself.

* * *

><p><strong>FIVE OR SIX YEARS AGO<strong> ( Regina was intentionally vague about the length of her sentence, and how much she had already completed)

Regina let out a contented sigh and snuggled up to the warm body beside her. Was eighteen too young to be in love? She hummed with pleasure as the object of her affection rolled over and wrapped a muscular arm around her shoulders.

"Daniel," she breathed.

"Good morning," he replied, smiling as he kissed her on the forehead. Regina looked through the bars of her pink and white fairytale four poster bed, and had to laugh. It was a little girl's room. But she was no longer a little girl.

Daniel's kisses moved to her mouth, and deepened into something Regina was more than ready for. She pressed their bodies together with a newfound confidence-

And squealed with surprise and embarrassment as someone burst through her (locked) bedroom door.

Cora Mills threw a robe unceremoniously at her daughter.

"Wait for me downstairs," she ordered. Regina glared at her defiantly.

"I'm not going anywhere. What do you want?"

Regina and Daniel struggled to make themselves decent, covering up with the sheets. Cora pursed her lips.

"I will give you one more chance. You do not want to see this, dear. Go downstairs."

"See what?" Regina felt cold terror flood her body. She knew her mother was vicious, but she tried to keep as far away and as ignorant as possible about Cora's activities.

Cora stepped towards the bed and produced the sleek, silver revolver she had been holding behind her back. Regina opened her mouth to scream but before any sound could escape, Cora pressed her perfectly manicured hand over it. Daniel was off the bed now, running for Cora, but he froze as Cora gently pressed the revolver to her daughter's soft brunette head. Regina couldn't move. She knew, somewhere, that her mother would not kill her, but that knowledge was deep in the back of her mind, blocked out by fear and confusion…

"What do you want?" Daniel whispered. Cora looked him up and down.

"I suppose I can see the appeal," she said. Regina's anger at her mother's complete lack of respect jolted her back to reality. She struggled, pulling her mother's hand away, reaching for the gun-

"I wouldn't do that, dear. You're right. I won't shoot you. But I will shoot him."

She trained the gun on Daniel, who had seen this coming all along.

"Why?" Regina breathed, tears beginning to trickle down her cheeks.

Cora smiled sadly. "One day, you'll understand," she told her daughter.

Then she pulled the trigger, and everything went black. Regina felt the world break apart around her. The sky was falling, only it was red, like blood, seeping into her fluffy white carpet… She grabbed the gun, a flash move that neither woman had expected, and trained it on her mother as she slid off the bed and crawled to the man dying on the floor.

"I love you," she sobbed, kissing him softly. The bullet had gone straight through his heart. He let out a final, shuddering breath.

"Regina…"

And then he was gone. Regina looked up at her mother, stricken with grief. But at her mother's sympathetic smile, her grief grew into rage, rage as red as Daniel's blood, as violent as the murder that had just been committed. So she went on to commit another one.

Taking a life was so easy. Regina hadn't thought it would be so easy, so quick… Cora crumpled like a doll, her heart stopping just as Daniel's had. Her face was frozen in that stupid smile. Even as she died, she couldn't believe what was happening. So she smiled like an idiot.

The gun fell from Regina's hand and she collapsed over her dead lover.

The police found her like that hours later, naked except for the bloodstains, clinging to Daniel's cold, dead body. They had to forcibly drag her away.

She had not allowed herself to feel since.

* * *

><p><strong>PRESENT DAY<strong>

"Are you gonna eat that?" Red asked hungrily. Regina realised she'd completely ignored her food, caught up in a distant memory. Another life. She passed Red her plate, in awe of the wolfish hunger the girl possessed. She glanced back at Swan and was surprised to find the blue-green eyes clearly focused on her face.

Emma quickly returned her gaze to her plate. She'd only looked up for a moment, but something in Regina's expression had caught her and she had been unable to look away. Something… Something almost human. Emma gave herself a shake. No. She couldn't get attached in the woman. There was nothing likeable about her. Nothing. She was evil. And Emma would keep her distance.

She followed the others out to work in the garden, but couldn't help taking one last look at Regina over her shoulder. The brunette pretended not to notice.

Regina went to work in Sergeant Gold's office, organising papers as he watched her shamelessly. She ignored him, writing in her neat, flowing script. She was only allowed to deal with matters in relation to the running of the inmates area of the prison - food, cleaning, activities… But she relished in the small amount of control. Before… Everything, that had happened, she had been planning to go to college and study politics. She'd wanted to prove that she could have power and control, but in a positive way, without threatening people in the way that her mother did. Of course, all that was nothing but a distant memory, now, and her power and control were established in a way that was frighteningly akin to her mothers preferred methods.

"What do you think of Miss Swan?" Gold asked. Regina looked up reluctantly.

"She's very… blonde," she responded eventually. Gold chuckled humorlessly.

"Evasive as always, Miss Mills. She reminds me of you, you know. When you first arrived. Defiant. Feisty."

Regina did not feel her comments were necessary, so she let Gold continue speaking, ignoring him as she got on with her work. There was something wholly despicable about him. He was… Slimy. Manipulative. And far too in love with power. Of course, Regina was no stranger to wanting to hold the power, but she did not love it. She did not let anything control her. She completed a request for extra cleaning supplies and placed the form in the correct pile. Gold had finally come to the end of his verbal train of thought, and was doing something on his computer. The morning trickled along. Regina left for lunch slightly early, knowing Gold had no interest in stopping her.

Slightly surprised by the path her feet seemed to be taking, she headed towards the garden. Since Gold's comment about Swan, she hadn't been able to get the blonde out of her mind. She stepped into the cool air, not drawing attention to herself just yet. Swan had removed her jacket and had tied the sleeves of her jumpsuit around her waist, despite the cold. As they were covered only by a white tank top, Regina could easily admire the muscles of Emma's torso, as well as her perfectly toned arms. The corners of the brunette's mouth twitched with satisfaction. She watched for a few more moments, thinking…

Emma saw Regina marching towards her, a wicked, yet amused, expression on her face. Emma had no time to think; with a shocking display of strength, Regina grabbed her by the scruff of the neck and dragged her inside. Emma let out a cry of protest, but Regina pressed a hand over her mouth, muffling the sound. It smelled like vanilla, Emma noticed. She realised it would be pointless to resist, so she let Regina drag her inside and into a supply closet.

"What?" she asked as soon as the hand was removed.

"I wanted to talk to you."

"Why not just… Talk to me?"

"I did not want to arouse suspicion."

Emma tried not to think about the way Regina said "arouse". It was altogether too… Arousing. She shuddered involuntarily. From Regina's smirk, Emma had a feeling the brunette had noticed. She tried not to think about their very close proximity - it was not a large closet.

"Fine. Talk," she muttered.

"Did you hear anything this morning?" Regina asked. Emma sighed.

"No. We didn't talk much. There was a lot to do."

Regina nodded. "Very well." She paused. "You may… You may go, Miss Swan."

Emma stayed where she was; if anything she moved closer to Regina. Their faces were just inches from each other; they could practically taste each other's breath as they spoke.

"That's it?" Emma asked angrily. "You drag me inside, force me in here, just to ask for nothing?"

"I was not to know there was nothing," Regina pointed out.

"But it's been one morning!"

Regina didn't answer. She was rather preoccupied by the tingles making their way down her spine. She rolled her shoulders, trying in vain to gather her thoughts.

Emma glared at her adversary, refusing to acknowledge the pleasurable reactions her body was having to the situation. Regina was blocking the door. Emma leaned in, glaring into Regina's deep, complicated eyes. They threatened to suck her in… She licked her lips involuntarily, then caught herself. She shoved Regina to one side, hard, and yanked open the door to the closet, storming back outside, hoping the cold air would clear her head.

Regina gaped at the shelves of paper towels and disinfectant, as if they might be able to explain what had just happened. She had been sure, just for a second, but she had been sure that Swan was about to kiss her.

And she had wanted it.


End file.
